SCHEDULE 14A INFORMATION
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. ___)
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ]Preliminary Proxy Statement [ ]Confidential, for Use of the
[ ]Definitive Proxy Statement Commission Only (as permitted
[X]Definitive Additional Materials by Rule 14a-6(e)(2))
[ ]Soliciting Material Under Rule 14a-12
CENTRAL BANCORP, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
1. Title of each class of securities to which transaction applies:
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2. Aggregate number of securities to which transaction applies:
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3. Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
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4. Proposed maximum aggregate value of transaction:
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5. Total fee paid:
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[ ] Fee paid previously with preliminary materials:___________________________
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1. Amount Previously Paid:
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2. Form, Schedule or Registration Statement No.:
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3. Filing Party:
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4. Date Filed:
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[Central Bancorp Logo]
September 20, 2002
ISS RECOMMENDS A VOTE ON THE
WHITE PROXY CARD FOR THE BOARD'S NOMINEES
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Dear Fellow Stockholder:
Institutional Shareholder Services, Inc., widely recognized as the leading
independent proxy advisory firm in the nation has recommended a vote on the
WHITE proxy card FOR the Board's nominees, Marat Santini, John Gilgun and Paul
Bulman rather than for PL Capital's nominees.
o ISS RECOGNIZED THE QUALIFICATIONS OF OUR NOMINEES:
"[I]t is essential that the company have board members that understand the
community in which they are serving."
O ISS RECOGNIZED OUR SUPERIOR PERFORMANCE:
"A major issue raised by the dissidents is the Company's ability to survive
in a competitive landscape. However, the Company's overall performance
especially over the last year seems to refute these claims."
O ISS RECOGNIZED YOUR BOARD'S LEADERSHIP:
"Despite an economic downturn over the last two years, shareholders have
not suffered but have in fact thrived under the incumbent board
leadership."
Your Board and Management are extremely pleased that ISS has given its
support to our nominees. ISS listened to both sides and concluded that its
institutional investor clients should vote for the Board's nominees. ISS'
recommendation should be considered by any stockholder looking for the judgment
of a knowledgeable, neutral party to guide their vote.
Please vote for the Board's three nominees on the WHITE proxy card today!
DO NOT RETURN PL CAPITAL'S GREEN PROXY CARD. USE ONLY THE BOARD'S WHITE PROXY
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CARD! A "WITHHOLD AUTHORITY" vote on the PL Capital Group's Green proxy card is
not a vote for the Board's nominees. If you voted on a Green proxy card BUT WISH
TO SUPPORT YOUR COMPANY'S NOMINEES, please sign, date and mail the enclosed
WHITE proxy card in the postage-paid envelope provided as soon as possible.
Sincerely,
/s/ John D. Doherty
John D. Doherty
YOUR VOTE IS IMPORTANT
1. The Board of Directors urges you to DISCARD the GREEN proxy card recently
sent to you by the PL Capital Group. A "WITHHOLD AUTHORITY" vote on the PL
Capital Group's Green proxy card is not a vote for the Board's nominees. To
vote FOR your Company's nominees you MUST execute a WHITE proxy card.
2. If you voted on a Green proxy card BUT WISH TO SUPPORT YOUR COMPANY'S
NOMINEES, please sign, date and mail the enclosed WHITE proxy card in the
postage-paid envelope provided as soon as possible.
3. Remember - ONLY YOUR LATEST DATED PROXY WILL DETERMINE HOW YOUR SHARES ARE
TO BE VOTED AT THE MEETING.
4. If any of your shares are held in the name of a bank, broker or other
nominee, please contact the party responsible for your account and direct
them to vote your shares for your Company's nominees on the WHITE proxy
card.
5. For assistance in voting your shares, or for further information, please
contact our proxy solicitor:
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| [GEORGESON SHAREHOLDER LOGO] |
| |
| |
| 17 State Street, 10th Floor |
| New York, NY 10004 |
| (866) 367-5518 (Toll Free) |
| |
| Banks and Brokerage Firms please call collect: |
| (212) 440-9800 |
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